Securities Registration (ads, Immediate) (f-6ef)
04 September 2020 - 11:01PM
Edgar (US Regulatory)
As filed with
the U.S. Securities and Exchange Commission on September 4, 2020
Registration
No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM F-6
REGISTRATION
STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
For Depositary
Shares Evidenced by American Depositary Receipts
____________________
ASLAN Pharmaceuticals
Limited
(Exact name
of issuer of deposited securities as specified in its charter)
N/A
(Translation
of issuer’s name into English)
The Cayman
Islands
(Jurisdiction
of incorporation or organization of issuer)
JPMORGAN CHASE
BANK, N.A.
(Exact name
of depositary as specified in its charter)
383 Madison
Avenue, Floor 11, New York, NY 10179
Telephone (800) 990-1135
____________________
(Address, including
zip code, and telephone number, including area code, of depositary’s principal executive offices)
Cogency Global
Inc.
10 East 40th Street
10th Floor
New York, New
York 10016
Telephone:
(212) 947-7200
(Address, including
zip code, and telephone number, including area code, of agent for service)
Copy to:
JPMorgan Chase
Bank, N.A.
383 Madison
Avenue, Floor 11
New York, NY
10179
Tel. No.: (800) 990-1135
It is proposed that this filing become
effective under Rule 466
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☒
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immediately
upon filing
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☐
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on
(Date) at (Time)
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If a separate registration statement has
been filed to register the deposited shares, check the following box. ☐
CALCULATION
OF REGISTRATION FEE
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Title of each class of
Securities to be registered
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Amount
to be
registered
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Proposed
maximum
aggregate price
per unit (1)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing five (5) ordinary shares of ASLAN Pharmaceuticals Limited
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50,000,000
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$0.05
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$2,500,000
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$324.50
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(1)
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Each unit represents one American Depositary Share.
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(2)
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Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
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Pursuant to Rule 429, the Prospectus contained herein also
relates to the American Depositary Shares registered under Form F-6 Registration Statement No. 333-224273. This Registration Statement
constitutes Post-Effective Amendment No. 1 to Registration No. 333-224273.
PART I
INFORMATION
REQUIRED IN PROSPECTUS
The Prospectus
consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included
as Exhibit A to the Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form
F-6, which is incorporated herein by reference.
CROSS REFERENCE
SHEET
Item 1.
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DESCRIPTION OF SECURITIES TO BE REGISTERED
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Item Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(1)
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Name
and address of Depositary
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Introductory paragraph and bottom of face of American Depositary Receipt
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(2)
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Title of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top center
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Terms of Deposit:
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(i)
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Amount of deposited securities represented by one unit of American Depositary Shares
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Face of American Depositary Receipt, upper right corner
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(ii)
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Procedure for voting, if any, the deposited securities
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Paragraphs (6), (11) and (12)
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(iii)
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Collection and distribution of dividends
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Paragraphs (4), (5), (7) and (10)
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(iv)
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Transmission of notices, reports and proxy soliciting material
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Paragraphs (3), (8), (11) and (12)
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(v)
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Sale or exercise of rights
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Paragraphs (4), (5) and (10)
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(vi)
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Deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (3), (4), (5), (10) and (13)
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(vii)
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Amendment, extension or termination of the Deposit Agreement
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Paragraphs (15), (16) and (17)
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(viii)
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Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
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Paragraph (3)
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Paragraphs (1), (2), (4), (5) and (6)
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(x)
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Limitation upon the liability of the Depositary
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Paragraph (14)
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(3)
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Fees and Charges
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Paragraph (7)
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Item 2. AVAILABLE INFORMATION
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Item Number and
Caption
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Location in Form of American Depositary
Receipt Filed Herewith as
Prospectus
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Statement that ASLAN Pharmaceuticals Limited is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.
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Paragraph (8)
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PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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(a)
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Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement among ASLAN Pharmaceuticals Limited, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of ADRs issued thereunder (the “Deposit Agreement”), including the form of American Depositary Receipt attached as Exhibit A thereto. Filed herewith as Exhibit (a).
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(b)
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Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.
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(c)
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Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.
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(d)
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Opinion of counsel to the Depositary as to the legality of the securities being registered. Filed herewith as Exhibit (d).
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(e)
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Certification under Rule 466. Filed herewith as Exhibit (e).
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(f)
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Power of Attorney for certain officers and directors of the Registrant. Previously filed.
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
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(b)
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If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
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SIGNATURE
Pursuant to the
requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by
the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6
are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, State of New York, September 4, 2020.
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Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Lisa M. Hayes
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Name: Lisa M. Hayes
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Title: Vice President
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SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, ASLAN Pharmaceuticals Limited certifies that it has reasonable grounds to believe
that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be
signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on September 4, 2020.
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ASLAN Pharmaceuticals Limited
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By:
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/s/ Carl Firth, Ph.D.
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Name:
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Carl Firth, Ph.D.
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Title:
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Chief Executive Officer
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Under the requirements
of the Securities Act, this Registration Statement on Form F-6 has been signed by the following persons on September 4, 2020, in
the capacities indicated.
SIGNATURES
Signature
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Title
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/s/ Carl Firth,
Ph.D.
Carl Firth, Ph.D.
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Chief Executive Officer
(principal executive officer)
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/s/ Kiran Asarpota
Kiran Asarpota
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Chief Operating Officer (principal financial and accounting officer)
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/s/ Jun Wu, Ph.D.
Jun Wu, Ph.D. (representing Alnair Investment)
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Director
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/s/ Lim Chin Hwee
Damien
Lim Chin Hwee Damien (representing BV Healthcare II
Pte Ltd.)
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Director
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/s/ Andrew Howden
Andrew Howden
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Chairman
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/s/ Kelvin Sun
Kelvin Sun
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Director
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/s/ Robert E. Hoffman
Robert E. Hoffman
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Director
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SIGNATURE OF
AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the
requirements of the United States Securities Act of 1933, as amended, the undersigned, the registrant’s duly authorized
representative in the United States has signed this Registration Statement on Form F-6 on September 4, 2020.
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Authorized U.S. Representative
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ASLAN Pharmaceuticals (USA) Inc., a Delaware corporation
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By:
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/s/ Carl Firth,
Ph.D.
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Name:
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Carl Firth, Ph.D.
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Title:
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Chief Executive Officer and President
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INDEX TO EXHIBITS
Exhibit
Number
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(a)
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Form of Amended and Restated Deposit Agreement among ASLAN Pharmaceuticals Limited, JPMorgan Chase Bank, N.A., as depositary, and all holders from time to time of ADRs issued thereunder, including the form of American Depositary Receipt attached as Exhibit A thereto.
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(d)
(e)
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Legal Opinion
Rule 466 Certification
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